EIGHTH AMENDMENT
TO
$200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
EIGHTH AMENDMENT TO $200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the 31st day of October, 2001 and entered into
among GCI HOLDINGS, INC., an Alaskan corporation (herein, together with its
successors and assigns, called the "Borrower"), the Lenders (as defined in the
Credit Agreement as defined below), BANK OF AMERICA, N.A., as Administrative
Agent for itself and the Lenders (the "Administrative Agent"), CREDIT LYONNAIS
NEW YORK BRANCH, as Documentation Agent and TD SECURITIES (USA), INC. as
Syndication Agent.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a $200,000,000 Amended and Restated Credit Agreement, dated November 14,
1997, as amended by that certain Consent and First Amendment, dated January 27,
1998, by that certain Second Amendment to Amended and Restated Credit Agreement
dated as of July 3, 1998, by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of April 13, 1999, by that certain Fourth
Amendment to Amended and Restated Credit Agreement dated as of January 18, 2000,
by that certain Fifth Amendment to Amended and Restated Credit Agreement dated
as of October 25, 2000, by that certain Sixth Amendment to Amended and Restated
Credit Agreement dated as of March 23, 2001 and by that certain Seventh
Amendment to Amended and Restated Credit Agreement dated as of April 27, 2001
(as amended and as further amended, restated or otherwise modified from time to
time, the "Credit Agreement") and a $50,000,000 Amended and Restated Credit
Agreement, dated as of November 14, 1997 (as amended by that certain Consent and
First Amendment, dated January 27, 1998, by that certain Second Amendment to
Amended and Restated Credit Agreement dated as of July 3, 1998, by that certain
Third Amendment to Amended and Restated Credit Agreement dated as of April 13,
1999, by that certain Fourth Amendment to Amended and Restated Credit Agreement
dated as of January 18, 2000, by that certain Fifth Amendment to Amended and
Restated Credit Agreement dated as of October 25, 2000, by that certain Sixth
Amendment to Amended and Restated Credit Agreement dated as of March 23, 2001,
by that certain Seventh Amendment to Amended and Restated Credit Agreement dated
as of April 27, 2001, and as further amended, restated or otherwise modified
from time to time, the "$50MM Credit Facility");
WHEREAS, the Borrower has requested certain provisions of the Credit
Agreement be amended;
WHEREAS, the Lenders, the Administrative Agent and the Borrower have
agreed to modify the Credit Agreement upon the terms and conditions set forth
below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent agree as follows:
SECTION 1. Definitions, Generally.
(a) Unless specifically defined or redefined below, capitalized terms
used herein shall have the meanings ascribed thereto in the Credit Agreement.
(b) The definition of "Xxxxxx" shall be added to Article I in
alphabetical order and shall read in its entirety as follows:
"Xxxxxx" means Xxxxxx American Cablesystems, Inc., a Delaware
Corporation.
(c) The definition of "Kanas Notes Default" shall be added to Article I
in alphabetical order and shall read in its entirety as follows:
"Kanas Notes Default" means the failure of GCI Fiber
Communication Co., Inc. (f/k/a Kanas) to pay the Kanas Notes and the
promissory note originally due MCI WorldCom Network Services, Inc.,
dated May 18, 2001, in the principal amount of $3,000,000, which notes
have been assigned to the Borrower, which in turn assigned the notes to
the Lenders as collateral for the Obligations.
SECTION 2. Amendment to Section 7.01(e). Section 7.01(e) in Article VII
of the Credit Agreement shall be amended and restated in its entirety as
follows:
(e) Fixed Charges Coverage Ratio. Commencing January 1, 2003,
and at all times thereafter during the term hereof, the Fixed Charges
Coverage Ratio shall not be less during the following time periods than
the ratio set forth opposite such time periods:
Time Period Minimum Ratio
----------- -------------
From January 1, 2003 through
March 31, 2004 1.00 to 1.00
April 1, 2004 and thereafter 1.05 to 1.00
SECTION 3. Amendment to Section 7.01(f). Section 7.01(f) in Article VII
of the Credit Agreement shall be amended and restated in its entirety as
follows:
(f) Capital Expenditures. Capital Expenditures paid or incurred by the
Borrower and the Restricted Subsidiaries shall not exceed, in the aggregate, the
following amounts during the following fiscal years, provided that, any unused
portion of any such year may be used during the following fiscal year only (but
not thereafter):
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Fiscal Year Maximum Amount
----------- --------------
1998 $90,000
1999 $35,000
2000 $35,000
2001 $70,000
2002 $60,000
January 1, 2003 and thereafter Not Applicable
SECTION 4. Amendment to Section 7.06. Section 7.06 in Article VII of the Credit
Agreement shall be amended and restated in its entirety as follows:
7.06. Distributions and Restricted Payments . The Borrower
shall not, and shall not permit the Parents or any Restricted
Subsidiary to, make any Restricted Payments, other than any Restricted
Payment in the form of a Distribution made by any Restricted Subsidiary
to any other Restricted Subsidiary or to the Borrower, and except
(a) so long as
(i) there exists no Default or Event of Default both
before and after giving effect to any such Restricted Payment,
(ii) the Total Leverage Ratio is less than 5.00 to
1.00 both before and after giving effect to any such
Restricted Payment and
(iii) the date of such Restricted Payment is after
September 30, 2000, the Borrower and the Parents may make
Restricted Payments made
(A) exclusively out of the Capital Stock of
GCI and/or
(B) exclusively out of Excess Cash Flow,
provided that all such Restricted Payments made under
this subsection (B) in the aggregate over the term of
this Agreement shall not exceed the difference
between $15,000,000 minus the sum of (I) the
aggregate amount of Investments made in accordance
with the terms of Section 7.10(e) hereof over the
term of this Agreement, and (II) all cash
distributions made by the Borrower in accordance with
the terms of Section 7.06(e) or Section 7.06(f)
hereof and those payments permitted pursuant to
Section 5 of the Seventh Amendment to Amended and
Restated Credit Agreement dated as of April 27, 2001,
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(b) so long as there exists no Default or Event of Default
both before and after giving effect to any such Restricted Payment, the
Borrower may make Restricted Payments in the form of
(i) Distributions to GCII in an amount not in excess
of cash income Taxes attributable to income from the Borrower
and its Restricted Subsidiaries allocated to GCII (and GCII
may make Restricted Payments in such amounts in the form of
Distributions to GCI), and
(ii) scheduled cash interest payments required to be
paid by GCII under the Senior Notes, and GCII may make
Restricted Payments in the form of (and not in excess of)
scheduled cash interest payments required to be paid by GCII
under the Senior Notes,
provided that, the Lenders agree that in no event shall the opening
phrase of this subsection (b) prohibit the payment of any such
Distribution by the Borrower or payment of interest by GCII on the
Senior Notes for more than 180 consecutive days in any consecutive
360-day period, unless there exists an Event of Default under Section
8.01(a) hereof (whether by acceleration or otherwise),
(c) so long as there exists no Default or Event of Default
both before and after giving effect to the payment thereof, Borrower or
any GCI Entity may make payments of Management Fees and amounts due
under the Transponder Purchase Agreement for Galaxy X referred to in
Section 7.18 hereof,
(d) so long as there exists no Default or Event of Default
both before and after giving effect to any such Restricted Payment, the
Borrower or any other GCI Entity may make scheduled Restricted Payments
on Funded Debt which was incurred in accordance with the terms of
Sections 7.02(b) hereof (but with respect to the Senior Notes, only
payments of cash interest accrued thereon made in accordance with
Section 7.06(b)(ii) above may be made), 7.02(d), 7.02(f)(i), and
7.02(g) hereof (but in no case shall any prepayments be made on such
Funded Debt),
(e) so long as there exists no Default or Event of Default
both before and after giving effect to the payment thereof, GCI may
make payments and distributions annually in an aggregate amount not to
exceed $600,000 a year, to the holders of its Series C 6% Preferred
Stock, provided that such payments and distributions permitted to be
paid under this subsection (e) may only be made out of the aggregate
cash proceeds actually received by GCI after January 1, 2000 from the
exercise of stock options and stock warrants, and .
(f) so long as (i) there exists no Default or Event of Default
both before and after giving effect to the payment thereof, (ii) the
Total Leverage Ratio is less than 5.00 to 1.00 both before and after
giving effect to each such Restricted
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Payment, (iii) each such Distribution made by the Borrower to GCI shall
be used by GCI within one Business Day after its receipt to make the
Restricted Payment described below, and (iv) each such payment is
deducted from the $15,000,000 basket permitted by Section 7.06(a)
above, GCI may make (A) a cash interest payment in an aggregate amount
not to exceed $1,000,000 on April 30, 2002 and (B) a cash interest
payment in an aggregate amount not to exceed $1,000,000 on October 31,
2002, in each case to the holders of its Series B 81/2% Preferred
Stock, and the Borrower may make a cash Distribution to GCI in such
amounts.
SECTION 5. Amendment to Section 7.10. Section 7.10 in Article VII of
the Credit Agreement shall be amended and restated in its entirety as follows:
7.10. Loans and Investments. The Borrower shall not, and shall
not permit any of the other GCI Entities to, make any loan, advance,
extension of credit or capital contribution to, or make or have any
Investment in, any Person, or make any commitment to make any such
extension of credit or Investment, or make any acquisition, except
(a) Investments on the Closing Date constituting a
$50,000,000 capital contribution to AUSP and other Investments
existing on the date hereof and contemplated by the terms of
this Agreement, each as shown on Schedule 5.13 hereto,
(b) Investments in Cash Equivalents,
(c) Investments in advances or loans in the ordinary
course of business to officers and employees, provided that
the aggregate amount of all such Investments made in cash do
not exceed in the aggregate $4,000,000 outstanding at any one
time,
(d) Investments in accounts receivable arising in the
ordinary course of business,
(e) so long as (i) there exists no Default or Event
of Default, both before and after giving effect to the making
of such Investments, (ii) the Total Leverage Ratio is less
than 5.00 to 1.00 both before and after giving effect to any
such Investment and (iii) the date of such Investment is after
September 30, 2000, Investments made exclusively out of Excess
Cash Flow up to a maximum amount of the difference between
$15,000,000 in the aggregate over the term of this Agreement,
minus the aggregate amount of Restricted Payments made in
accordance with the terms of Section 7.06(a) hereof over the
term of this Agreement,
(f) loans, advances, extensions of credit or capital
contributions to, or among, Restricted Subsidiaries and to GCI
Transport
5
Co., Inc. and its Subsidiaries in connection with the
assignment or other transfer to GCI Transport Co., Inc. or its
Subsidiaries of the $9,100,000 deposit made in connection with
the Transponder Purchase Agreement for Galaxy X referred to in
Section 7.18 hereof (provided the Borrower provides the
Administrative Agent with a Pro Forma Compliance Certificate
evidencing no Default or Event of Default both before and
after the assignment),
(g) so long as there exists no Default or Event of
Default both before and after giving effect to the making of
each such Investment, Investments constituting loans and/or
advances to AUSP in accordance with the terms of the Keepwell
Agreement and the Completion Guaranty as may be evidenced by
the Intercompany Notes (collaterally assigned to the
Administrative Agent on a first Lien basis), which Investments
in an aggregate amount over the term of this Agreement do not
exceed $73,000,000,
(h) investments in Participation Certificates of
CoBank to the extent required pursuant to Section 6.16,
(i) so long as
(A) there is no Default or Event of Default
both before and after giving effect to 3such
Investment or acquisition,
(B) for any such acquisition or Investment
by the Borrower for which payment is made by issuance
of Capital Stock of the Borrower for 95% or more of
the purchase price, such acquisition or Investment
must be in a Person that has four full fiscal
quarters historical positive cash flow,
(C) if the Capital Stock or assets to be
acquired are in a related business in which the
Borrower is not currently in, the Borrower provides
the Lenders with pro forma projections for such
related business,
(D) all such Investments and acquisitions
are in existing markets of the Borrower and its
Restricted Subsidiaries, and
(E) all such assets and Properties,
including Capital Stock, purchased by the Borrower or
any Restricted Subsidiary of the Borrower, shall be
subject to first and prior perfected Liens (except
for Permitted Liens) in favor of the Administrative
Agent and the Lenders securing the Obligations in
form and substance substantially identical to the
existing collateral documentation,
6
Investments in Capital Stock or acquisitions of assets of
Persons engaged in the Borrower's existing lines of business
or businesses related thereto not in excess of $5,000,000 in
the aggregate for the cash portion for all such Investments or
acquisitions, provided that, such $5,000,000 cash portion
amount may be increased to $20,000,000 in the aggregate, if
the Total Leverage Ratio is less than 5.00 to 1.00 both before
and after giving effect to any such Investment or acquisition
and
(j) so long as
(A) there is no Default or Event of Default
both before and after giving effect to such
Investment or acquisition,
(B) GCI Cable Inc. acquires not less than
100% of the Capital Stock of Xxxxxx,
(C) all Capital Stock of Xxxxxx owned by GCI
Cable Inc. and each of its Subsidiaries is
immediately upon acquisition thereof pledged and
collaterally assigned to secure the Obligations
pursuant to a pledge agreement and/or collateral
assignment in form substantially similar to those
pledge agreements executed previously by the GCI
Entities, and such Capital Stock is immediately
delivered to the Administrative Agent together with
stock powers and other items reasonably requested by
the Administrative Agent to secure the Obligations,
(D) the aggregate purchase price for such
Capital Stock does not exceed $19,000,000 cash
(subject to adjustments not in excess of $1,000,000
in accordance with the securities purchase agreement
to be executed in connection with the acquisition) on
terms and conditions acceptable to the Administrative
Agent and which such terms do not violate the terms
of Section 7.19 hereof or any other provision of this
Agreement and the other Loan Papers,
(E) Xxxxxx and each of its Subsidiaries
becomes a Restricted Subsidiary hereunder immediately
upon the acquisition of such Capital Stock and is in
compliance with all terms and provisions of this
Agreement and the Loan Papers immediately upon the
acquisition by GCI Cable Inc. of the Capital Stock of
Xxxxxx,
(F) the Administrative Agent has received
all other documentation, information and agreements
relating to Xxxxxx and its Subsidiaries, and the
purchase of the Capital Stock of Xxxxxx, reasonably
requested by the Administrative Agent,
7
(G) the Administrative Agent has received
projections after giving effect to the purchase of
the Capital Stock of Xxxxxx demonstrating pro forma
compliance with the financial covenants contained in
this Agreement throughout the term of this Agreement,
(H) the Capital Stock of Xxxxxx is acquired
free and clear of all Liens (except Liens of the
Lenders securing the Obligations),
(I) Xxxxxx and its Subsidiaries each
executes a Guaranty of the Obligations in form and
substance similar to the existing guaranties executed
by the other Restricted Subsidiaries, and otherwise
complies fully with the terms of Section 2.15 hereof
once acquired and
(J) the Borrower shall have delivered to the
Administrative Agent and Lenders legal opinions from
counsel to the Borrower and its Restricted
Subsidiaries regarding the acquisition of the Capital
Stock of Xxxxxx, and such other matters as reasonably
requested by Special Counsel, including, without
limitation, opinions regarding the waivers, consents
and amendments in connection with the Indenture and
AUSP Credit Agreement, and the related agreements,
GCI Cable Inc. may purchase 100% of the
Capital Stock of Xxxxxx.
SECTION 6. Conditions Precedent. This Eighth Amendment shall not be
effective until the Administrative Agent shall have determined in its sole
discretion that all proceedings of the Borrower taken in connection with this
Eighth Amendment and the transactions contemplated hereby shall be satisfactory
in form and substance to the Administrative Agent and the Borrower has satisfied
the following conditions:
(a) the Borrower shall have delivered to the Administrative
Agent a loan certificate of the Borrower certifying (i) as to the
accuracy of its representations and warranties set forth in Article V
of the Credit Agreement, as amended by this Eighth Amendment and the
other Loan Papers, (ii) that there exists no Default or Event of
Default, and the execution, delivery and performance of this Eighth
Amendment will not cause a Default or Event of Default, except those
Defaults and Events of Default specifically waived hereby, (iii) as to
resolutions authorizing the Borrower to execute, deliver and perform
this Eighth Amendment and all Loan Papers and to execute and perform
all transactions contemplated by this Eighth Amendment, and all other
documents and instruments delivered or executed in connection with this
Eighth Amendment,
8
(iv) that it has complied with all agreements and conditions to be
complied with by it under the Credit Agreement, the other Loan Papers
and this Eighth Amendment by the date hereof and (v) that it has
received all consents, amendments and waivers from all Persons
necessary or required, if any, to (A) enter into this Amendment or (B)
effectuate the amendments set forth above, including, without
limitation, under the Indenture and related documentation and under the
AUSP Credit Agreement and related documentation;
(b) the Administrative Agent shall have received an opinion of
counsel to the Parents, the Borrower and its Subsidiaries, in form and
substance acceptable to the Administrative Agent and Special Counsel;
(c) the Borrower and the Lenders shall have entered into a
Eighth amendment to the $50MM Credit Facility on terms substantially
identical to the terms of this Eighth Amendment;
(d) the Borrower shall have paid the Administrative Agent a 15
basis points amendment fee, such amendment fee to be allocated among
the Lenders executing this Eighth Amendment prior to noon (Central
Standard time), November 7, 2001, as evidenced by a facsimile receipt
by counsel to the Administrative Agent of such Lender's signature to
this Eighth Amendment prior to such time;
(e) the Administrative Agent shall have received each of the
Loan Papers, financial statements, projections, legal opinions,
consents, and other documentation required to be delivered pursuant to
Section 7.10 of the Credit Agreement in connection with the acquisition
of the Capital Stock of Kanas, including without limitation ; Pledge
and Security Agreements executed by the Borrower, and GCI Fiber
Communication Co. Inc. (formerly, Kanas), Capital Stock and blank stock
powers and UCC-1's with respect thereto, the Kanas Notes and $3,000,000
Restated Subordinated Demand Note, duly endorsed by the Borrower,
together with each of the loan documents and collateral documents
securing same, as reasonably requested by the Administrative Agent. No
Default Certificates executed by the Borrower and GCI Fiber
Communication Co., Inc., Guaranty executed by GCI Fiber Communication
Co., Inc., and Subordination Agreement and Consent and Waiver Agreement
executed by the Borrower and GCI Fiber Communication Co., Inc.
(f) the Administrative Agent shall have received each of the
Loan Papers, financial statements, projections, legal opinions,
consents, and other documentation in the possession of the Borrower in
connection with the acquisition of the Capital Stock of Xxxxxx; and
(g) the Borrower shall have delivered such other documents,
instruments, and certificates, in form and substance satisfactory to
the
9
Administrative Agent, as the Administrative Agent shall deem necessary
or appropriate in connection with this Eighth Amendment and the
transactions contemplated hereby.
SECTION 7. Representations and Warranties. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (a) this Eighth
Amendment constitutes its legal, valid, and binding obligation, enforceable in
accordance with the terms hereof (subject as to enforcement of remedies to any
applicable bankruptcy, reorganization, moratorium, or other laws or principles
of equity affecting the enforcement of creditors' rights generally), (b) there
exists no Default or Event of Default under the Credit Agreement, (c) its
representations and warranties set forth in the Credit Agreement and other Loan
Papers are true and correct on the date hereof, (d) it has complied with all
agreements and conditions to be complied with by it under the Credit Agreement
and the other Loan Papers by the date hereof, and (e) the Credit Agreement, as
amended hereby, and the other Loan Papers remain in full force and effect.
SECTION 8. Waiver. GCI has acquired the Kanas Notes and assigned them
to the Borrower. The Borrower has informed the Administrative Agent of the
existence of the Kanas Notes Default and now seeks a waiver by the Lenders of
the Event of Default which exists as a result thereof under Section 8.01(h) of
the Credit Agreement (the "Kanas Default"). The Lenders hereby waive the Kanas
Default, subject to the satisfaction of the terms and conditions of Section 6
hereof. The Borrower acknowledges that this waiver is a one-time limited and
conditional continuing waiver of Section 8.01(h) of the Credit Agreement, and
does not constitute a waiver by any Lender of any of its rights or remedies now
or at any time in the future.
SECTION 9. Entire Agreement; Ratification. THE CREDIT AGREEMENT AND THE
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT AGREEMENT, THE OTHER LOAN
PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTION THEREWITH
SHALL CONTINUE IN FULL FORCE AND EFFECT.
SECTION 10. Counterparts. This Eighth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.
SECTION 11. GOVERNING LAW. THIS Eighth AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS.
10
SECTION 12. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS
STATE COURT SITTING IN DALLAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN PAPERS AND THE BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN PAPER SHALL BE
BROUGHT ONLY IN A COURT IN DALLAS, TEXAS.
SECTION 13. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN PAPER OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
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THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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11
IN WITNESS WHEREOF, this Eighth Amendment to Amended and Restated
Credit Agreement is executed as of the date first set forth above.
GCI HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
Its: Secretary/Treasurer
12
BANK OF AMERICA, N.A., Individually as a
Lender and as Administrative Agent
By: /s/ Xxxxxxx Xxxx
Its: Principal
13
CREDIT LYONNAIS NEW YORK BRANCH, as
Documentation Agent and Individually as
a Lender
By: /s/ Xxxxxx Xxxx
Its:
14
TD SECURITIES (USA), INC., as
Syndication Agent
By: /s/ Xxxxxxx X. Bandzierz
Its: Managing Director
15
TORONTO DOMINION (TEXAS), INC.,
Individually as a Lender
By: /s/ Xxxx Xxxx
Its: Vice President
16
COBANK, ACB, Individually as a Lender
By: /s/ JR Koer
Its: Vice President
17
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually as a Lender
By: /s/ Xxxxx X. Xxxx
Its: Manager-Operations
18
UNION BANK OF CALIFORNIA, N.A.,
Individually as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx XX
Its: Vice President
19
BANK OF HAWAII, Individually as a Lender
By: /s/ J. Xxxxx Xxxxxxx
Its: Vice President
20
THE BANK OF NEW YORK, Individually as a
Lender
By: /s/ Xxxxxxx Xxxxx
Its: Senior Vice Presiden
21
BNP PARIBAS, Individually as a Lender
By: /s/ Xxxxx Xxxxxxx
Its: Director, Media & Telecom Finance
By: /s/ Xxxxx Xxxxxxxxx
Its: Head of Asset Management
Media & Telecommunications Group
22
FLEET NATIONAL BANK, Individually as a
Lender
By: /s/ Xxxxx X. Xxxxxxxx
Its: Director
23
THE FUJI BANK, LIMITED, Individually as
a Lender
By: /s/ Xxxxxxxx Xxxxxx
Its: Senior Vice President
24
SUMITOMO MITSUI BANKING CORPORATION,
Individually as a Lender
By: /s/ Xxxxxx X. Tata
Its: Senior Vice President
25
XXXXX FARGO BANK ALASKA, N.A. f/k/a
NATIONAL BANK OF ALASKA, Individually as
a Lender
By: Xxxxx Xxxxx
Its: Vice President
26
ALLFIRST BANK, Individually as a Lender
By: Xxxxxxx X. Xxxxxx
Its: Vice President
27
